NOTICE -- READ ALL OF THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT BEFORE DOWNLOADING, COPYING, INSTALLING OR USING THE SOFTWARE, CONTENT, DATA OR DOCUMENTATION (EACH AS DEFINED BELOW).

INSTALLING AND/OR USING THE SOFTWARE, SERVICE, CONTENT, DATA AND DOCUMENTATION (COLLECTIVELY, THE "PRODUCT") INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU MUST DELETE ANY SOFTWARE, CONTENT AND DATA FROM YOUR HARDWARE. PLEASE NOTE THAT YOU MAY NOT USE, COPY, MODIFY OR TRANSFER THE PRODUCT, OR ANY COPY OR PORTION THEREOF, EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENSE AGREEMENT.

IMPORTANT -- READ CAREFULLY: By clicking on the "Yes" or other appropriate assent button to make and use copies of the Vindigo Client Software for mobile or handheld devices and the Vindigo Desktop Software (together, the "Software"), access the Vindigo service via mobile or handheld devices (the "Service") and to use the geographical and directional data (the "Data") and other content accessed therewith (the "Content"), you ("Licensee") agree to be and are hereby bound by the terms and conditions of this License Agreement (this "Agreement"). If applicable, Licensee must also agree to certain terms and conditions relating to Licensee's subscription to the Software, Service, Content and Data, as may be required by third-parties processing any fees on behalf of Vindigo (the "Third Party Subscription Terms"). If Licensee does not agree to the terms and conditions of this Agreement (and the Third Party Subscription Terms, if applicable), Licensee should not download, copy, install or use the Product and must promptly destroy any and all copies of the Software, Service, Content, Data and any accompanying documentation ("Documentation") made by Licensee.

I.        VINDIGO'S SUBSCRIPTION TERMS. For purposes of this Agreement, the "Vindigo Site" shall mean the web site currently located at www.vindigo.com.

A.        For Trial Subscriptions. Vindigo does not charge a subscription fee for Licensee's trial use of the Product. Licensee shall however be subject to the terms and conditions of this Agreement and Licensee's use of the Product during the applicable trial period may be terminated by Vindigo in the event Licensee breaches any term of this Agreement.

At the end of the applicable trial period, Licensee shall have the option of subscribing to the Vindigo 2.0 Product by visiting the Vindigo Site and providing relevant payment information. In the event Licensee does not purchase a subscription at the end of the applicable trial period, either (a) the Vindigo 2.0 Product will be disabled and Licensee will instead be provided with the Vindigo Lite Product, which Licensee will have the right to use subject to the terms below, if Licensee had a trial subscription of the Product for Palm OS, or (b) the Product will be disabled in its entirety if Licensee had a trial subscription of the Product for Pocket PC.

B.         For Vindigo Lite Subscriptions. Vindigo does not charge a subscription fee for Licensee's use of the Vindigo Lite Product, which offers limited content and functionality. Licensee's use of Vindigo Lite shall subject to the terms and conditions of this Agreement.

C.         For Vindigo 2.0 Subscriptions. To subscribe to the Vindigo 2.0 Product from the Vindigo Site, Licensee agrees to pay Vindigo's payment processing partner, IPS Solutions, LLC ("iPay"), the applicable thirty (30)-day or annual subscription fees listed on the Vindigo Site, any applicable taxes and any other charges incurred on Licensee's user name and password. Subscription fees will be billed by iPay to Licensee at the beginning of Licensee's subscription and upon renewal. Vindigo reserves the right to increase its subscription fees or institute new fees at any time, upon reasonable notice posted in advance on the Vindigo Site. Licensee shall not be charged retroactively for any such increased or new fees but shall be billed the applicable increased or new fee upon renewal.

1.         Money Back Guarantee. If Licensee purchases an annual subscription to the Vindigo 2.0 Product and notifies iPay during the first thirty (30) days of Licensee's subscription period of Licensee's desire to cancel Licensee's subscription, iPay will refund Licensee the full purchase price of Licensee's annual subscription and access to the Product will be terminated as of refund remittance. If Licensee purchases a thirty (30)-day subscription to the Vindigo 2.0 Product and notifies iPay during the first seven (7) days of Licensee's subscription period of Licensee's desire to cancel Licensee's subscription, iPay will refund Licensee the full purchase price of Licensee's thirty (30)-day subscription and access to the Product will be terminated as of refund remittance. Following such initial period, all fees are non-refundable except as otherwise set forth in this Agreement.

2.         Automatic Renewal. IPAY WILL AUTOMATICALLY CHARGE LICENSEE'S ACCOUNT FOR RENEWAL OF LICENSEE'S PRODUCT SUBSCRIPTION AT THE APPLICABLE SUBSCRIPTION RATE LISTED ON THE VINDIGO SITE UNLESS VINDIGO TERMINATES LICENSEE'S SUBSCRIPTION OR LICENSEE CANCELS LICENSEE'S SUBSCRIPTION AT LEAST TEN (10) DAYS BEFORE THE SUBSCRIPTION RENEWAL DATE BY CONTACTING IPAY CUSTOMER SERVICE AT ipaycs.com/support.asp. IN THE EVENT IPAY IS UNABLE TO CHARGE LICENSEE'S ACCOUNT THE APPLICABLE SUBSCRIPTION FEE, VINDIGO RESERVES THE RIGHT TO TERMINATE LICENSEE'S RIGHT TO USE THE PRODUCT. IPAY, ON BEHALF OF VINDIGO, WILL USE REASONABLE EFFORTS TO SEND A REMINDER PRIOR TO THE END OF LICENSEE'S CURRENT SUBSCRIPTION PERIOD TO THE E-MAIL ADDRESS LICENSEE PROVIDED IN CONNECTION WITH LICENSEE'S REGISTRATION ON THE VINDIGO SITE.

D.         Other Charges. In addition to the subscription fees and obligations set forth in Sections A through C above, Licensee is responsible for all charges associated with connecting to the Vindigo Site, including all telephone line access, telephone and computer equipment and any related service fees.

II.         GRANT OF LICENSE.

Vindigo, Inc. ("Vindigo") hereby grants to Licensee a non-exclusive license to use the Software, Service, Content, Data and Documentation subject to the following terms:

Licensee may: (a) install the Software on one mobile or handheld device and use the Software, Content and Data for personal, non-commercial purposes only; (b) access the Service via mobile or handheld devices; (c) view the Content and the Data in connection with the Software and/or Service on the screen of such mobile or handheld device; (d) save the Content and the Data on such mobile or handheld device, provided that Licensee does not remove any copyright notices that appear in connection therewith and does not modify the Content or the Data in any way; (e) make one copy of the Software, Content and Data for back-up, archival purposes, provided such copy contains all of the original proprietary notices provided with or otherwise relating to such Software, Content and Data; and (e) distribute sample versions of the Software only to other mobile or handheld devices via infrared transmission using the mechanism internal to the Software. Notwithstanding anything in this paragraph, Licensee may transfer the Software from one mobile or handheld device to another mobile or handheld device in connection with Licensee's use of the Product, provided that (i) the second device utilizes the same operating system as the first (e.g., both devices are Pocket PCs), (ii) Licensee deletes all copies of the Software from the first device, and (iii) Licensee may use the Product on only one device at a time.

Licensee may not use, or permit other individuals or entities to use, the Software, Service, Content, Data or Documentation except under the terms expressly listed above. Without limiting the foregoing sentence, Licensee shall not, and shall not permit any other individual or entity to: (a) use the Software, Service, or Data for service bureau, time-sharing or other similar purposes; (b) use the Product following expiration or termination of the applicable subscription period; (c) use the Software, Service, or Data with any products, systems, or applications installed or otherwise connected to or in communication with vehicles capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management or similar applications; (d) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Software, Service, Content, Data or Documentation; (e) copy the Software, Service, Content, Data or Documentation (except as permitted above); (f) rent, lease, sell, offer to sell, distribute, or otherwise transfer rights to the Software, Service, Content, Data or Documentation; and (g) remove any proprietary notices or labels on or relating to the Software, Service, Content, Data or Documentation. Licensee acknowledges that Vindigo has the right to remove listings, restrict access, terminate and otherwise modify the services provided by Vindigo from the Vindigo Site for any reason, including but not limited to a breach of any of the Terms of Service agreement set forth on the Vindigo Site (the "TOS Agreement"), or the Third Party Subscription Terms if applicable.

III.         ENHANCEMENTS AND UPDATES.

This license does not grant Licensee any right to any enhancement or update of the Software, Service, Content, Data and Documentation, other than as provided for under Section V (Mobile Application Link) below.

IV.         TITLE.

All right, title and interest in and to the Software, Service, Content, Data and Documentation (including without limitation all intellectual property rights) shall remain in Vindigo and/or its suppliers and licensors. Without limiting the foregoing: (a) the Software, Service, Content, Data and Documentation are protected by the copyright law of the United States and international copyright treaties; and (b) the Content (including the content contained in the Software media demonstration files) and Data, and all rights thereto, are the property of the applicable content owner and are protected by applicable copyright or other law. This license gives Licensee no rights to such Content or Data.

The following copyright notices apply to, and shall not be removed from, the Software and the Documentation and certain Content available in connection therewith:

©1999-2002 Vindigo, Inc. All rights reserved.

The following copyright notices apply to certain third party data used to create the Data:

©2002 Navigation Technologies Corporation. All rights reserved.

©2002 Navigation Technologies B.V. All rights reserved.

The Data for areas of Canada includes information taken with permission from Canadian authorities, including:

© Her Majesty the Queen in Right of Canada, © Queen's Printer for Ontario.

V.         MOBILE APPLICATION LINK.

Vindigo acknowledges that the Software may incorporate portions of Mobile Application Link ("MAL"), a product originally developed by AvantGo, Inc. ("AvantGo") that provides Internet connectivity and browsing functionality for Palm Connected Organizers. MAL is derived from source code developed and made available by The Mozilla Organization, a division of Netscape Communications Corporation. Pursuant to the AvantGo MAL license agreement, which is based on the Netscape Public License (a copy of which is incorporated in the Software source code and is also available on the Vindigo Web site at http://www.vindigo.com), Vindigo has the right to distribute the original MAL code (the "Original Code"), as well as any modifications that Vindigo makes to the Original Code. In consideration of such right, Vindigo has agreed to place any modifications it makes to the Covered Code on the Mozilla.org Web site (http://www.mozilla.org/MPL). Further, (a) the terms of this Agreement are in no way intended to alter or restrict a user's license and other rights under either the AvantGo MAL agreement or the Netscape Public License; (b) any terms which differ from such agreements are offered solely by Vindigo alone, and not by AvantGo, The Mozilla Organization/Netscape Communications Corporation or any other contributor; and (c) Vindigo expressly agrees to defend and hold such parties harmless from any liability incurred by such parties as a result of such differing terms.

VI.         DISCLAIMERS.

THE SOFTWARE, SERVICE, CONTENT, DATA AND DOCUMENTATION ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VINDIGO AND ITS LICENSORS AND SUPPLIERS FURTHER DISCLAIM ALL WARRANTIES OF ANY KIND (WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE), INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF PERFORMANCE, MERCHANTABILITY AND NONINFRINGEMENT. VINDIGO AND ITS LICENSORS AND SUPPLIERS ALSO DISCLAIM ALL WARRANTIES OF QUALITY, ACCURACY, COMPLETENESS, EFFECTIVENESS, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, USEFULNESS, USE OR RESULTS TO BE OBTAINED FROM THE CONTENT OR THE DATA, OR THAT THE CONTENT OR THE DATA WILL BE ERROR-FREE. TO THE EXTENT ALLOWED BY APPLICABLE LAW, ANY IMPLIED WARRANTIES THAT CANNOT BE DISCLAIMED ARE LIMITED TO NINETY (90) DAYS FROM THE DATE OF INITIAL DOWNLOAD OR INSTALLATION OF THE SOFTWARE, CONTENT AND/OR DATA OR ACCESS OF THE SERVICE BY OR ON BEHALF OF LICENSEE. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICE, SOFTWARE, CONTENT, DATA AND DOCUMENTATION REMAINS WITH LICENSEE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSEE ACKNOWLEDGES THAT THE DATA MAY INCLUDE INACCURACIES AND THAT LICENSEE WILL USE COMMON SENSE AND FOLLOW STANDARD SAFETY PRECAUTIONS IN CONNECTION WITH LICENSEE'S USE OF ANY DRIVING, WALKING OR OTHER DIRECTIONS GENERATED BY THE SOFTWARE OR THE SERVICE.

VII.         WAIVER OF DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VINDIGO OR ITS SUPPLIERS OR LICENSORS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR: (A) ANY CLAIM, DEMAND OR ACTION (IRRESPECTIVE OF THE NATURE OR THE CAUSE OF THE CLAIM, DEMAND OR ACTION) ALLEGING ANY LOSS, INJURY OR DAMAGES ARISING OUT OF THIS AGREEMENT OR WHICH MAY RESULT FROM THE USE OR POSSESSION OF THE PRODUCT; (B) ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF LICENSEE'S USE OF OR INABILITY TO USE THE PRODUCT, ANY DEFECT IN THE PRODUCT, OR THE BREACH OF THESE TERMS OR CONDITIONS, IN EACH CASE, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF VINDIGO OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VIII.        LIMITATION OF LIABILITY.

THE TOTAL LIABILITY OF VINDIGO AND ITS SUPPLIERS AND LICENSORS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR ITS IMPLEMENTATION SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE TO VINDIGO UNDER THIS AGREEMENT AND/OR THE THIRD PARTY SUBSCRIPTION TERMS, IF APPLICABLE. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.

IX.         DISCLAIMER OF ENDORSEMENT.

Reference to any products, services, processes, hypertext links to third parties or other information (by trade name, trademark, manufacturer, supplier or otherwise) does not necessarily constitute or imply its endorsement, sponsorship or recommendation by Vindigo or its suppliers or licensors. Product and service information are the sole responsibility of each individual vendor. The Vindigo, Inc. name and logo, and other trademarks and trade names owned by Vindigo, may not be used in any commercial manner without the prior written consent of Vindigo. The Navigation Technologies name and logo, the NAVTECH and NAVTECH ON BOARD trademarks and logos, and other trademarks and trade names owned by Navigation Technologies Corporation may not be used in any commercial manner without the prior written consent of Navigation Technologies.

X.         TERMINATION.

This Agreement shall terminate automatically if Licensee fails to comply with any of the terms and conditions described in this Agreement. No notice shall be required from Vindigo to effectuate such termination. On termination, Licensee must destroy all copies of the Software, Service, Content, Data and Documentation. Without limiting the foregoing, Vindigo may terminate this Agreement immediately for any breach by Licensee of the TOS Agreement, or the Third Party Subscription Terms if applicable. In the event of any termination by Vindigo pursuant to this Section X, Licensee shall not be entitled to any refund of pre-paid subscription fees.

XI.         INDEMNITY.

Licensee agree to indemnify, defend and hold Vindigo and its parents, subsidiaries, affiliates, suppliers and licensors (including their respective licensors, suppliers, assignees, subsidiaries, affiliated companies, and the respective officers, directors, employees, shareholders, agents and representatives of each of them) free and harmless from and against any liability, loss, injury (including injuries resulting in death), demand, action, cost, expense, or claim of any kind or character, including but not limited to attorney's fees, arising out of or in connection with any use or possession by Licensee of the Product.

XII.         GOVERNMENT END USERS AS LICENSEE.

Use of the Software and the Service. Pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, if Licensee is an agency or instrumentality of the United States Government, use, duplication or disclosure of the Software by the Government is subject to the restrictions set forth in this Agreement.

Use of Certain Data. If Data supplied by Navigation Technologies Corporation or an affiliate thereof (the "NAVTECH Data") is being acquired under this Agreement by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government, (a) for acquisitions conducted by the Department of Defense, the NAVTECH Data is licensed with "Limited Rights" in accordance with the rights set forth at DFARS 252.227-7013(b)(3), TECHNICAL DATA-NONCOMMERCIAL ITEMS, and NAVTECH Data delivered or otherwise furnished with "Limited Rights" shall be subject to and treated in accordance with the following "Limited Rights Notice" set forth at DFARS 252.227-7013(f)(3):

LIMITED RIGHTS SUBCONTRACTOR NAME: Navigation Technologies Corporation SUBCONTRACTOR ADDRESS: 222 Merchandise Mart Plaza, Suite 900, Chicago, IL 60654 The Government's rights to use, modify, reproduce, release, perform, display, or disclose the Data are restricted by paragraph (b)(3) of the Rights in Technical Data-Noncommercial Items clause. Any reproduction of the Data or portions thereof marked with this legend must also reproduce the markings. Any person, other than the Government, who has been provided access to such Data by the Government must promptly notify the above named Contractor.

and; (b) for civilian agency acquisitions, the NAVTECH Data is licensed in accordance with the rights set forth at FAR 52.227-14(g)(1), RIGHTS IN DATA-GENERAL (Protection of limited rights data and computer software). In the event that the Contracting Officer requires the delivery of limited rights NAVTECH Data that has been withheld or would otherwise be withholdable in accordance with FAR 52.227-14(g)(1), the NAVTECH Data is licensed with "Limited Rights" as set forth in the following "Limited Rights Notice" at FAR 52.227-14(g)(2) (Alternate II), and the NAVTECH Data shall be treated in accordance with such Notice (which shall be marked on any reproduction of these data, in whole or in part):

LIMITED RIGHTS NOTICE (JUN 1987) The Data are submitted with limited rights under this Agreement. The Data may be reproduced and used by the Government with the express limitation that they will not, without written permission of the Contractor, be used for purposes of manufacture nor disclosed outside the Government; except that the Government may disclose these Data outside the Government for the following purposes, if any, provided that the Government makes such disclosure subject to prohibition against further use and disclosure: There are no additional purposes permitting disclosure of such Data. The manufacturer/supplier of the Data is Navigation Technologies Corporation, 222 Merchandise Mart Plaza, Suite 900, Chicago, IL 60654.

If the Contracting Officer refuses to use either of the licenses provided in (a) or (b), herein, the Contracting Officer must notify Navigation Technologies Corporation prior to seeking additional or alternative rights in the NAVTECH Data.

XIII.         EXPORT RESTRICTIONS.

Licensee acknowledges that none of the Software, Service, Content, Data or other underlying information or technology may be downloaded or otherwise exported or re-exported into (or to a national or resident of) Angola, Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or any other country to which the U.S. has embargoed goods, or anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By using the Software or the Service, Licensee agrees to the terms and conditions of this Section and represents and warrants that it is not a national or resident of any such country or on any such list, and will otherwise comply with any applicable export regulation of the United States or any foreign country.

XIV.         TERMS OF SERVICE AGREEMENT.

The TOS Agreement is incorporated herein by reference, provided, however, that in the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of the TOS Agreement, the terms and conditions of this Agreement shall govern.

XV.         GOVERNING LAW.

The rights and obligations of the parties under this Agreement shall be governed and construed under the laws of the State of New York, without reference to its conflict of laws principles. Such rights and obligations shall not be governed by the UN Convention on Contracts for the International Sales of Goods.

XVI.         ENTIRE AGREEMENT.

This Agreement constitutes the complete and exclusive agreement between Vindigo and Licensee with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. This Agreement may not be modified except when executed by an authorized representative of Vindigo and Licensee.

XVII.         WAIVER.

The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of such or any other provision.

XVIII.         ASSIGNMENT.

Neither this Agreement nor any rights or obligations of Licensee hereunder may be assigned by Licensee, in whole or in part, without the prior written approval of Vindigo. Any assignment in derogation of the foregoing shall be null and void.

XIX.         SEVERABILITY.

If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable as long as a party's rights under this Agreement are not materially affected. In lieu of the unenforceable provision, the parties will substitute or add as part of this Agreement a provision that will be as similar as possible in economic and business objectives as was intended by the unenforceable provision.